Female Socialites Docu-series

Chelsey Creative Inc (collectively, the “Company”), would from time totime, like to discuss with or provide to ____________________, (the “Party”), certain Confidential Material (as defined below) relating to the Company in connection with a possible television opportunity between the Company and the Party. This Non-Disclosure Agreement (this “Agreement”) shall govern the
Party’s treatment of such Confidential Material. The Party understands that execution of this Agreement shall be a prerequisite for doing business with the Company.
1. The Party agrees with the Company that (i) all Confidential Material that the Company or its agents or representatives furnish to the Party, whether before or any time after the date hereof, shall be kept strictly confidential, and disclosure of the Confidential Information shall be limited to
the Party’s representatives who have a need to have knowledge of the Confidential Information, provided that the Party shall ensure that all representatives are similarly bound to maintain the confidentiality of the Confidential Information in accordance with the provisions of this Agreement,
and (ii) the Confidential Material shall not be used for any purpose other than evaluating a possible business relationship between the Company and the Party, providing services to the Company, or in connection with any undertaking between the Company and the Party.
2. For the purposes of this Agreement, “Confidential Material” shall mean any and all knowledge and information relating to the business, affairs and operations of the Company or its products and processes, including, without limitation, any and all knowledge and information relating to products, research, development, ideas, series that have not been aired, purchasing, accounting,
finances, costs, marketing and sales strategies, pricing and pricing methods, software, know-how, designs, works in progress, concepts or ideas or similar information whether oral, written or otherwise (and whether or not copyrightable or patentable). This information may take the form of
documentation, software, business information, media and other forms and may be communicated orally or in writing, by electronic or magnetic media, by visual observation or by other means and shall include any notes, memoranda, compilations, summaries, analyses, reports, episodes of series or other documents prepared by the Company and/or by the Party.
3. Without the prior written consent of the Company, the Party shall not, and shall cause its affiliates, employees and representatives not to, disclose to any person or entity any Confidential Material, unless such disclosure is required by law or court order; provided that if, as a result of a requirement of law or court order, the Party proposes to make any such disclosure, it shall advise and consult with the Company as early as possible prior to such disclosure concerning the Confidential Material it proposes to disclose. If the Party is requested or required in any proceeding to disclose any Confidential Material, the Party shall provide the Company with prompt notice of each such request so that the Company may seek an appropriate protective order and shall cooperate with the Company in its efforts to do so. Notwithstanding the
foregoing, the Party’s confidentiality obligations hereunder shall apply to any and all media whatsoever, including, without limitation, any social media or any other website, service, platform, program, application or other form or method of communication, whether now known or hereinafter devised. For example and for the sake of clarity, the Party, including without limitation, its affiliates, employees, and representatives, shall not make disclosures prohibited hereunder
via Facebook, Twitter, YouTube or any other similar website or service, whether existing now or in the future.
4. The term “Confidential Material” does not include information which (i)becomes generally available to the public other than as a result of a disclosure by the Party, (ii) was available to the Party on a non-confidential basis prior to its disclosure to the Party by the Company or its agents or representatives, or (iii) becomes available to the Party on a non-confidential basis from a source other than the Company or its agents or representatives, provided that such source is not under an obligation to keep such information confidential.
5. The Company may demand the return or destruction of the whole or any part of that portion of the Confidential Material at any time and the Party shall comply promptly with such request.
6. No license or ownership rights with respect to any Confidential Material is granted or implied by reason of the disclosure or conveyance of the Confidential Material to the Party. In the event that no business relationship is created between the Company and the Party, the Party agrees that it will not exploit or otherwise use any of the Confidential Material for any purpose. The Party agrees that unless and until a specific agreement between the Company and the Party has been executed and delivered neither the Company nor the Party will be under any legal obligation of any kind whatsoever with respect to any matter by virtue of this Agreement except for the matters specifically agreed to herein.
7. The Party agrees that, in view of the unique nature of the Confidential Material and the irreparable loss that could be sustained by the Company in the event of the unauthorized disclosure of Confidential Material or information concerning any proposed business relationship, the Company will be irreparably damaged and will not have an adequate remedy at law in the
event that the provisions of Agreement have not been performed in accordance with their terms, and therefore agrees that the Company shall be entitled to injunctive relief, including specific enforcement, to enforce the provisions of this Agreement, in addition to any other remedy to which the Company may be entitled at law. The Party also recognize that proof of damages suffered by Company in the event that I breach this Confidentiality Agreement will be costly, difficult, and inconvenient. Accordingly, to the maximum extent permitted by law and any applicable collective bargaining agreement, the Party agrees to pay Company the sum of One Million Dollars ($1,000,000.00) per breach plus disgorgement of any income that the Party may receive in connection with the Party’s breach as liquidated damages in the event the Party breaches this Confidentiality Agreement. The Party agrees that One Million Dollars ($1,000,000.00) plus disgorgement of any income that the Party may receive in connection with the Party’s breach is a reasonable estimate of the amount of damages that Company is likely to suffer in the event of Party’s breach this Confidentiality Agreement. Furthermore, the Party will defend, indemnify and hold harmless Company, their parent, subsidiary and affiliated companies, and each of their respective officers, directors, agents, representatives and employees, from any and all claims, actions, damages, liabilities, losses, costs and expenses (including, without limitation, attorneys'
fees) that in any way arise out of or result from my breach of this Confidentiality Agreement. The Party agrees that if any action should be brought by the Company in equity to enforce any of the provisions of this letter, the Party shall not raise the defense that there is an adequate remedy at law.
8. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACT MADE AND WHOLLY
PERFORMED THEREIN WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
If the foregoing properly states our agreement, please indicate by signing in the space provided below and returning an executed copy of this letter to the undersigned.